After a good night at the Bellagio hotel's poker room, Huck goes to a party and meets aspiring singer Billie Offer (Drew Barrymore), who has just arrived in town. Billie's older sister Suzanne (Debra Messing) warns her that Huck is "hustle 10, commitment zero." Back at the Bellagio, Huck is doing well at the tables before L.C. returns to town from the South of France. Huck greets his father coldly. The two play heads-up.

Loan shark Roy Durucher (Charles Martin Smith) tells Huck that he plays poker as well as anybody, except for his reputation as a "blaster" (not patient enough) who always goes for broke. Roy proposes to stake Huck in the $10,000 main-event with a 60% (Roy) — 40% (Huck) split of any winnings, but Huck refuses. After failing to borrow money from his friend Jack (Robert Downey Jr.), Huck goes to Suzanne's place hoping for a loan. Instead he runs into Billie, who gets a call confirming that she has landed a job singing at a club.

Huck proposes a celebration and at Binion's Horseshoe he shows her how to play poker. L.C. arrives and shows Huck a wedding ring of Huck's late mother's that Huck had pawned and that L.C. has redeemed. Huck loses his winnings. Over dinner, he explains to Billie that his father stole from his mother before leaving her. Huck says his father taught him how to play on the kitchen table with "pennies, nickels, and dimes." They make love after dinner. As Billie sleeps, Huck steals money from Billie's purse.

Huck plays in a "super satellite" for his entry to the main event. He appears to have the seat won, but a misdeal costs him. Roy agrees to stake Huck and even gives him an extra $1200 so that he can repay Billie. He apologizes to her, saying he feels they have a chance at something special. They later run into L.C., who wins all of Huck's stake money for the World Series in a quick poker game.

Billie holds the stopwatch in a golfing marathon that Huck must complete in 3 hours to win a bet. She declines to cheat for him when he finishes two seconds too late. When Huck goes to Suzanne's apartment looking for Billie, he learns Billie has gone home to Bakersfield. Huck gets a black eye when Roy's thugs toss him into his empty pool. They warn him to return the $11,200 stake that he owes to Roy or get a seat in the World Series within 48 hours. Huck travels to Bakersfield to tell Billie that he meant what he said when he felt they had a chance at something special.

Back in Vegas, having found the entry money, Huck enters the World Series. He and his father both advance to the final table of nine. Billie looks on from the audience as Huck and L.C. have a showdown. Huck deliberately folds a winning hand, going out in third place. A few minutes later, L.C. gets rivered and goes out in second place, losing the title to Jason Keyes (Evan Jones) who had "won his entry in an online satellite" (a nod to Chris Moneymaker, who did win the 2003 Main Event after a similar entry to the tournament).

After the tournament, L.C. offers his son a one-on-one rematch, playing only for pennies, nickels, and dimes. Their relationship is restored, as is Huck's and Billie's in the final scene.

Eric Bana was cast in the lead role in September 2004.[3] Drew Barrymore was cast in January 2005,[4] but almost didn't accept the job because of a lack of singing ability.[5] Debra Messing was cast in February 2005.[6] Doyle Brunson served as a poker consultant on the film. Eric Bana and Robert Duvall were coached for months by Brunson on how to play like professional poker players. Matt Savage served as a tournament consultant, while Jason Lester served as a consultant on scenes involving the Main Event championship.[7]

Filming began on March 23, 2005, in Las Vegas, Nevada,[8] where a majority of filming took place. Filming took place over nine days in the parking lot of Dino's Lounge on South Las Vegas Boulevard. A set was built on a soundstage in Los Angeles, California, which was used for interior scenes of the bar.[9] Other filming locations in Las Vegas included the fountains of the Bellagio (resort),[10] as well as Binion's Gambling Hall and Hotel.[11]

In April 2005, scenes were filmed at a Summerlin golf course [12] and at Tiffany's Cafe inside the White Cross Drug store.[13] Filming also took place at the Silverton Casino Lodge, where Debra Messing filmed a scene dressed as a mermaid in the casino's mermaid show. The scene was cut from the film.[5]

The filmmakers wanted to film at the Bellagio's poker room, but it had been renovated since 2003, the year that the film's story took place. Instead, an exact replica of the original poker room was constructed on a soundstage in Los Angeles. At the time, the Bellagio was auctioning items from the old poker room, including furniture and chandeliers, all of which was purchased by the production crew to help recreate the original poker room.[11]

The film was initially set for release on December 16, 2005.[8][16] This was pushed back to September 8, 2006.[17] By December 2006, the film had been re-scheduled for release on March 16, 2007.[18] In January 2007, the film's eventual release date was unveiled to be May 4, 2007.[19]